Northstar Company, LLC (“Northstar”) was established in 1993 to provide investment management and advisory
services to private investment funds making junior capital investments and equity co-investments in lower middle-
market companies. The owners of Northstar are Douglas Mark, Brian Schneider and Christopher Kocourek. Seidler
Capital, Inc. (“SCI”), which is controlled by the estate of Peter Seidler, has an interest in Northstar.
Northstar provides investment management services to the following private investment funds: (i) Northstar
Mezzanine Partners V, L.P. (“NMP V”), (ii) Northstar Mezzanine Partners VI, L.P. (“NMP VI”) (iii) Northstar
Mezzanine Partners VII, L.P. (“NMP VII”), (iv) Northstar Mezzanine Partners VIII, L.P. (“NMP VIII”), (v) Northstar
Mezzanine Partners SBIC, L.P. (“SBIC LP”) and (vi) ITS/Sprinturf Investment, LLC (“ITS”) (collectively the
“Northstar Clients”). SBIC LP operates as a leveraged small business investment company (an “SBIC”) under the
Small Business Investment Act of 1958, as amended, and the rules and regulations thereunder and interpretations
thereof promulgated by the SBA, as in effect from time to time (the “SBIC Act”). The Client’s General Partners, in
their discretion, can invite Investors to participate individually in Portfolio Company investments alongside the
Northstar Clients (“Co-Investment”). ITS/Sprinturf Investment, LLC was a private investment Client established to
allow co-investment along with NMP VII in one of NMP VII’s portfolio company investments.
The Northstar Clients are closed-end private investment funds (in this Brochure, investors may also be referred to as
Limited Partners). The Northstar Clients, together with any other investment Clients or vehicles sponsored or
managed by Northstar in the future, are referred to in this Brochure as (“Clients”).
In connection with providing investment advisory services to each Client, the Client’s General Partner appoints
Northstar as investment manager pursuant to an investment management agreement between Northstar and the Client
(the “Management Agreement”). The General Partner of NMP V is Northstar Capital, LLC (“NCL”), the General
Partner of NMP VI is Northstar VI G.P., LLC (“VI GP”), the General Partner of NMP VII is Northstar VII G.P., LLC
(“VII GP”), the General Partner of NMP VIII is Northstar VIII G.P., LLC (“VIII GP”) and the General Partner of
SBIC LP is Northstar SBIC GP, LLC (“SBIC GP”). Hereinafter NCL, VI GP, VII GP, VIII GP and SBIC GP each
individually, or together as a group, will be referred to as “Collective GP’s”. ITS is a member managed LLC and has
not entered into an investment management agreement with Northstar. The Collective GP’s are not required to
register as an investment adviser with the SEC because
they rely on Northstar’s registration with the SEC. Further,
all persons acting on behalf of the Collective GP’s are subject to the supervision and control of Northstar and are
deemed “persons associated with” Northstar as that term is defined in the Advisers Act. Consequently, the Collective
GP’s advisory activities are subject to the Advisers Act, and subject to examination by the SEC.
Northstar generally offers advice on portfolio investments that fall within each respective Client’s investment strategy
and objectives as described in its private placement memorandum, limited partnership agreements (“LPA’s”), limited
liability company agreements, subscription agreements or other documents. All such documents, either individually
or collectively, will be referred to as Governing Documents. With respect to the Clients, Northstar generally seeks to
make investments in junior capital or subordinated debt instruments purchased in conjunction with equity instruments
in growth-oriented, niche-dominant, lower middle market companies with stable cash flows and strong historical
financial results (“Portfolio Companies”). These investments will normally be made to support buyouts,
recapitalizations, acquisitions or internal growth. The investments for certain Clients incorporate sustainable
investing principles as described in the Governing Documents for the respective Client. Northstar does not offer any
other type of advisory services other than management of investments for the Northstar Clients and providing Co-
Investment opportunities.
Northstar has full discretionary authority with respect to the investment decisions of its Clients; however, it provides
advice in accordance with the investment objectives and guidelines set forth in each Client’s Governing Documents.
Northstar does not have discretion with respect to Co-Investments.
Client investments are subject to certain diversification and geographic limitations, as well as restrictions on acquiring
interests in pooled investment vehicles, and making investments in Portfolio Companies operating in specified
industries. The Collective GP’s, as General Partners of the Clients, may enter into side letters with certain Investors
that impose, for example, further investment restrictions or reporting requirements. A Collective GP, at its discretion,
will decide if a side letter is reasonable and appropriate.
The Collective GP’s invest capital in an amount equal to at least 1% of the total capital commitments of the Limited
Partners of the Client as mandated in each Limited Partnership Agreement (“LPA”).
As of December 31, 2023, Northstar’s regulatory assets under management are $917,326,636 with $916,147,600
managed on a discretionary basis and $1,179,036 managed on a non-discretionary basis.